AOSL (AOSL) COO receives 10,000-share award and 5,607-share tax withholding adjustment

Rhea-AI Filing Summary

ALPHA & OMEGA SEMICONDUCTOR Ltd Chief Operating Officer Wenjun Li reported routine equity compensation and tax-related share movements. On 2026-03-16, Li received an award of 10,000 Common Shares, increasing direct holdings to 86,558 shares. On the same date, a total of 5,607 shares were disposed of at $21.43 per share to satisfy tax withholding obligations tied to vesting Performance Share Units and Restricted Share Units, rather than through open-market sales. This amended filing corrects earlier errors in the reported number of tax-withholding shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Li Wenjun

(Last) (First) (Middle)

475 OAKMEAD PKWY

(Street)

SUNNYVALE CALIFORNIA 94085

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ALPHA & OMEGA SEMICONDUCTOR Ltd [ AOSL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/18/2026

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Share	03/16/2026		F		3,319(1)	D	$21.43	68,846	D
Common Share	03/16/2026		F		2,288(1)	D	$21.43	66,558	D
Common Share	03/16/2026		A		10,000	A	$0	86,558	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This amended Form 4 is being filed to correct inadvertent errors in two transactions reported in the original Form 4 relating to the number of shares withheld to satisfy the Issuer's tax withholding obligations upon vesting of certain Performance Share Units (PSUs) and Restricted Share Units (RSUs).

Remarks:

	/s/ Yanbing Hong, attorney-in-fact for Wenjun Li	03/25/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did AOSL COO Wenjun Li report on March 16, 2026?

Wenjun Li reported receiving 10,000 AOSL Common Shares as an equity award and disposing of 5,607 shares to cover tax withholding on vested PSUs and RSUs, all on March 16, 2026, as reflected in this amended Form 4.

Were Wenjun Li’s AOSL share dispositions open-market sales?

No, the 5,607 AOSL shares were withheld to satisfy tax obligations on vesting equity awards. The Form 4 describes these as tax-withholding dispositions, not open-market sales, meaning they function as payment of taxes rather than discretionary share sales.

How many AOSL shares does Wenjun Li hold after these Form 4/A transactions?

After the reported grant and tax-withholding dispositions, Wenjun Li directly holds 86,558 AOSL Common Shares. This total reflects the 10,000-share award received and the 5,607 shares delivered to cover the issuer’s tax withholding obligations on vested PSUs and RSUs.

What was corrected in this amended Form 4/A for AOSL?

The amended Form 4 corrects earlier errors in the number of AOSL shares withheld to satisfy tax obligations upon vesting of certain Performance Share Units and Restricted Share Units, clarifying the accurate tax-withholding share counts for the March 16, 2026 transactions.

Does the AOSL Form 4/A show Wenjun Li buying or selling shares for cash?

The filing does not show open-market buying or selling for cash. It reports a 10,000-share equity award and 5,607 shares used to pay tax withholding on vested awards, which are characterized as tax-withholding dispositions rather than discretionary market trades.